General SENS Submitter Company - ATON GmbH - ATON MANDATORY OFFER TO ACQUIRE ALL THE ISSUED SHARES OF MURRAY & ROBERTS HOLDINGS LIMITED

Release Date: 25/03/2019 07:05
Code(s): GSSC
 
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ATON GmbH - ATON MANDATORY OFFER TO ACQUIRE ALL THE ISSUED SHARES OF MURRAY & ROBERTS HOLDINGS LIMITED

ATON GmbH
Incorporated in Munich, Germany
Registration number with the commercial register at the local court of Munich
HRB 193331
(“ATON”)

ATON MANDATORY OFFER TO ACQUIRE ALL THE ISSUED SHARES OF MURRAY & ROBERTS
HOLDINGS LIMITED (“M&R”): ANNOUNCEMENT OF EXTENSION OF LONG STOP DATE FOR
FULFILMENT OF CONDITIONS TO 30 June 2019

Shareholders of M&R are referred to ATON’s mandatory offer in terms of section
123 of the Companies Act, 71 of 2008 (“Companies Act”) to all M&R Shareholders,
other than ATON or ATON’s affiliates (“Offer”), to acquire all the remaining
issued and to be issued ordinary shares of M&R not already owned by ATON or any
ATON affiliate at an offer consideration of ZAR17.00 per Offer Share.

Unless otherwise indicated, capitalised words and expressions in this
announcement have the meanings ascribed to them in the mandatory offer circular
(“Offer Circular”) posted by ATON to M&R Shareholders eligible to participate in
the Offer on Monday 4 June 2018, and published on its website www.aton-
offer.com/ on Tuesday 5 June 2018.

The Offer is subject to the fulfilment or waiver, as the case may be, of certain
Conditions set out in paragraph 3.2 of the Offer Circular by the Long Stop Date.
With regard to the Condition at paragraph 3.2.1.4 of the Offer Circular, the
process to obtain merger control clearances or approvals from the relevant
competition authorities is ongoing and is expected to extend beyond the initial
Long Stop Date in the Offer Circular of 31 March 2019. Accordingly, M&R
Shareholders are advised that ATON has elected to exercise its right in
paragraph 3.2.2 of the Offer Circular to extend the Long Stop Date for the
fulfilment or waiver, if applicable, of the Conditions from 31 March 2019 to
Sunday, 30 June 2019.

Shareholders of M&R are advised that ATON’s right and entitlement as set out in
paragraph 3.2.2 of the Offer Circular, in its sole and absolute discretion, but
in accordance with the requirements of the Takeover Regulations and applicable
laws, to further extend the Long Stop Date remains reserved.

SALIENT DATES AND TIMES OF THE OFFER

Save for the extension of the Long Stop Date to 30 June 2019, the important
dates and times for the Offer as set out at page 10 of the Offer Circular
(including any other aspect of the Offer) remain unchanged.

The salient dates and times relating to the Offer are set out below. Capitalised
terms bear the same meaning as set out in the Offer Circular:

Long Stop Date                                                      30 June 2019
Offer to be announced as being           within one Business Day after the Offer
unconditional in all respects              becomes unconditional in all respects
The Closing Date                           anticipated to be a Friday no earlier
                                             than 10 Business Days following the
                                                 date on which the Offer becomes
                                                   unconditional in all respects
Last day to trade in M&R Shares in             Tuesday prior to the Closing Date
order to participate in the Offer
Ex-date                                      Wednesday prior to the Closing Date
Record Date in order to participate in                          the Closing Date
the Offer at 12:00 on
The Offer closes at 12:00 on                                    the Closing Date
Payment of Offer Consideration to                            see notes 12 and 13
Offerees who accept the Offer
Results of the Offer to be released on          the second Business Day after the
SENS and published in the South African                              Closing Date
press on


Notes:

1.    All dates and times above and quoted generally in this announcement are
      South African local times unless otherwise stated.

2.    The above dates and times are reflected on the    basis of a 24-hour clock
      (with a day being a period of 24 hours running     from midnight (00:00) to
      midnight (24:00)), and are subject to change in   accordance with the terms
      of the Offer Circular. Any such change shall      be released on SENS and
      published in the South African press.

3.    An Offeree who has accepted the Offer may withdraw that acceptance, by
      notice in writing delivered to ATON, if the Offer has not been declared
      wholly unconditional by midnight on the 65th Business Day after the Opening
      Date.

4.    An Offeree who has withdrawn an acceptance of the Offer, as contemplated in
      note 3, may again accept the Offer in the manner provided in terms of the
      Offer (sees notes 6 and 7) at any time before the Closing Date, unless the
      Offer has terminated.      An Offeree may not withdraw acceptance and
      subsequently re-accept the Offer more than once.

5.    ATON reserves, in its sole and absolute discretion, the right to extend the
      Offer Period and the Long Stop Date, in which event all amended dates and
      times relating to the Offer will be released on SENS and published in the
      South African press as per note 2 above.

6.    Dematerialised Shareholders wishing to accept the Offer are required to
      notify their CSDPs or brokers, as the case may be, of their intention to
      accept the Offer in the manner stipulated in the custody agreements entered
      into between such Dematerialised Shareholders and their CSDPs or brokers,
      as the case may be.

7.    Certificated Shareholders wishing to accept the Offer are required to
      complete the form of acceptance, transfer and surrender (pink) in
      accordance with the instructions therein to be received by the Receiving
      Agents by no later than 12:00 on the Closing Date.

8.    In the event that the Conditions are not fulfilled or, where waiver or
      adjustment is permitted, not waived or adjusted, by the Long Stop Date, the
      contract of sale and purchase contemplated by the Offer will not come into
      effect and all Documents of Title surrendered by the Offerees in respect of
      the Offer will be returned to the Offerees concerned, at the risk of the
      relevant Offerees.

9.    In the event that the Conditions are not fulfilled or, where waiver or
      adjustment   is   permitted,  not   waived   or   adjusted,  Dematerialised
      Shareholders are reminded that because the Offer is conditional, if they
      notify their CSDPs or brokers, as the case may be, of their acceptance of
      the Offer in anticipation of the Conditions being fulfilled or, where
      waiver or adjustment is permitted, waived or adjusted, they will not be
      able to trade their M&R Shares from the date they notify their CSDPs or
      brokers, as the case may be, of their acceptance of the Offer until the
      date the contract of sale and purchase contemplated by the Offer does not
      come into effect due to the Conditions not being fulfilled or, where waiver
      or adjustment is permitted, not waived or adjusted.

10.   In the event that the Conditions are not fulfilled or, where waiver or
      adjustment is permitted, not waived or adjusted, Certificated Shareholders
      are reminded that because the Offer is conditional, if they surrender their
      Documents of Title and accept the Offer in anticipation of the Conditions
      being fulfilled or, where waiver or adjustment is permitted, waived or
      adjusted, they will not be able to trade their M&R Shares from the date
      they surrender their Documents of Title until the date the contract of sale
      and purchase contemplated by the Offer does not come into effect due to the
      Conditions not being fulfilled or, where waiver or adjustment is permitted,
      not waived or adjusted.

11.   Offerees are advised that should they notify their CSDPs or brokers, as the
      case may be, of their acceptance of the Offer, in the case of
      Dematerialised Shareholders, or should they surrender Documents of Title
      and accept the Offer, in the case of Certificated Shareholders, for their
      Offer Shares on or before the Closing Date, or any revised Closing Date,
      they are not permitted to sell or trade their Offer Shares until the date
      the contract of sale and purchase contemplated by the Offer does not come
      into effect due to the Conditions not being fulfilled or, where waiver or
      adjustment is permitted, not waived or adjusted and, in the case of
      Certificated Shareholders, the Documents of Title are returned.

12.   The Offer Consideration due to Dematerialised Shareholders will be credited
      to their accounts with their CSDPs or brokers within the Offer Payment
      Period.

13.   The Offer Consideration due to Certificated Shareholders will be settled
      either by cheque(s), posted by registered post to the Certificated
      Shareholders concerned, at their risk, or, if a Certificated Shareholder
      has elected to receive the Offer Consideration by way of an EFT by
      completing the relevant section of the form of acceptance, transfer and
      surrender (pink), by way of EFT, in either case, within the Offer Payment
      Period.

14.   M&R Shares may not be Dematerialised or rematerialised between commencement
      of trade on the Ex-date to the Record Date, both dates inclusive.

ATON will release a detailed timetable as part of the finalisation announcement,
once all Conditions Precedent have been fulfilled or waived, if applicable.

RESPONSIBILITY STATEMENT

The ATON board accepts responsibility for the information contained in this
announcement, accepts full responsibility for the accuracy of such information
and certifies that, to the best of its knowledge and belief, the information
contained in this announcement is true and nothing has been omitted which is
likely to affect the importance of the information.

Sandton
25 March 2019

Financial advisor to ATON
Macquarie

Legal advisor to ATON
Bowmans

THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF
THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
TELEPHONICALLY OR ELECTRONICALLY) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITY OF THE NATIONAL SECURITIES EXCHANGES OF A ANY JURISDICTION IN WHICH IT
IS ILLEGAL OR OTHERWISE UNLAWFUL FOR THE OFFER TO BE MADE OR ACCEPTED, INCLUDING
(WITHOUT LIMITATION) AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES (ANY SUCH
JURISDICTION, A “RESTRICTED JURISDICTION”), AND THE OFFER CANNOT BE ACCEPTED BY
ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN A RESTRICTED
JURISDICTION. ACCORDINGLY, NEITHER COPIES OF THE OFFER CIRCULAR NOR ANY RELATED
DOCUMENTATION ARE BEING OR MAY BE MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR
INTO OR FROM A RESTRICTED JURISDICTION, AND IF RECEIVED IN ANY RESTRICTED
JURISDICTION, THE OFFER CIRCULAR SHOULD BE TREATED AS BEING RECEIVED FOR
INFORMATION PURPOSES ONLY.

Date: 25/03/2019 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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